United States securities and exchange commission logo





                            October 15, 2020

       Thomas M. Siebel
       Chief Executive Officer
       C3.ai, Inc.
       1300 Seaport Blvd, Suite 500
       Redwood City, CA 94063

                                                        Re: C3.ai, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted September
18, 2020
                                                            CIK No. 0001577526

       Dear Mr. Siebel:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   We note that Mr. Siebel
and his affiliates currently control 97.88% of your outstanding
                                                        Class B common stock.
Please tell us if, after the offering, the company will be a
                                                        "controlled company"
under the definition of the stock exchange on which you plan to list
                                                        your Class A common
stock. If so, disclose this fact on the cover page and include
                                                        appropriate risk factor
disclosure, including a discussion of whether you intend to take
                                                        advantage of any
exemptions from the corporate governance rules that are available to a
                                                        controlled company.
 Thomas M. Siebel
FirstName
C3.ai, Inc. LastNameThomas M. Siebel
Comapany
October  15,NameC3.ai,
             2020      Inc.
October
Page 2 15, 2020 Page 2
FirstName LastName
Prospectus Summary, page 1

2.       Please disclose your basis for the following claims made in this
section:

                the estimate of your addressable market;
                your significant first-mover advantage in Enterprise AI;
                your solutions have returned hundreds of millions of dollars in
economic benefit
              within one year;
                your production C3.ai roadmaps are expected to return billions
of dollars in annual
              economic benefit for many customers; and
                your average new contract value in fiscal years 2019 and 2020
are a high-water mark
              for the applications software industry.

         Also, define "lighthouse customers" and discuss how they impact your
business and
         whether they account for a material amount of your revenue
Risk Factors
Historically, a limited number of customers have accounted for a substantial
portion..., page 14

3.       Please disclose the material terms of your agreement with Engie, which
accounted for
         greater than 10% of your revenue for the year ended April 30, 2020,
including term and
         termination provisions and any minimum commitments.
Our amended and restated certificate of incorporation will designate the Court
of Chancery of the
State of Delaware..., page 44

4.       You indicate that that the U.S. federal courts will be the exclusive
forum for actions under
         the Securities Act. Please revise your disclosure here and on page 122
to state that there is
         uncertainty as to whether a court would enforce such provision and
that investors cannot
         waive compliance with the federal securities laws and the rules and
regulations
         thereunder.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
How We Generate Revenue, page 60

5.       To the extent material, please quantify the amount of revenue
attributable to government
         contracts or subcontracts. Refer to Item 101(c)(1)(ix) of Regulation
S-K.
Key Business Metric, page 61

6.       You disclose that RPO is influenced by several factors, including the
timing of renewals,
         the timing of purchases of additional capacity, average contract
terms, and seasonality and
         due to these factors, it is important to review RPO in conjunction
with revenue and other
         financial metrics disclosed elsewhere in this prospectus. Please tell
us, and revise
         accordingly, what other operating metrics you regularly review and
what consideration
         you gave to disclosing information about those metrics. We refer you
to Section III.B of
 Thomas M. Siebel
FirstName
C3.ai, Inc. LastNameThomas M. Siebel
Comapany
October  15,NameC3.ai,
             2020      Inc.
October
Page 3 15, 2020 Page 3
FirstName LastName
         SEC Release No. 33-8350.
7.       You disclose that the RPO metric includes non-cancellable contracted
amounts to be
         invoiced and recognized in future periods. You also disclose on page
63 that Baker
         Hughes has minimum, non-cancellable revenue contracts in material
amounts over a three
         year period which appear to comprise a significant portion of your RPO
metric. Please
         revise your RPO metric disclosures to reconcile or explain how much of
the RPO metric
         composition and increase is attributable to each of the deferred
revenue and the non-
         cancellable contract amounts as well as the portions attributable to
the materially
         significant Baker Hughes arrangements.
Sales and Marketing, page 69

8.       You disclose a material increase in sales and marketing for the fiscal
year ended April 30,
         2020 that was due to a number of factors. Please revise to disclose
any continuing trends
         among these factors and costs that are reasonably likely to materially
impact future results
         of operations. See the Commissions    Guidance Regarding Management
s Discussion and
         Analysis of Financial Condition and Results of Operations    Release
No. 33-8350.
Critical Accounting Policies and Estimates
Revenue Recognition, page 73

9.       You disclose that sales of your perpetual and term licenses grant
customers the right to use
         your functional intellectual property, either on their own cloud
instance or internal
         hardware infrastructure, over the contractual term. Please provide us
with an analysis of
         how you determined that the software and maintenance and support
services are highly
         integrated and interrelated and therefore are accounted for as a
single performance
         obligation. We refer you to ASC 606-10-25-21.
10.      You disclose that you first allocate the transaction price to the
performance obligations
         with established standalone selling prices then apply the residual
approach to allocate the
         remaining transaction price to the license or subscription and bundled
maintenance and
         support services. You also disclose that if applying the residual
approach results in zero
         or very little consideration being allocated to the combined
performance obligation, you
         will consider all reasonably available data to determine an
appropriate allocation of the
         transaction price. Please tell us how you considered whether the
selling price of the
         license or subscription and bundled maintenance and support services
is highly variable,
         allowing for the use of the residual approach. In addition, describe
in more detail your
         other allocation approaches to estimate standalone selling price to
the license or
         subscription and bundled maintenance and support services. We refer
you to ASC 606-
         10-32-34.
Large Total Addressable Market, page 80

11.      Please identify the "leading research firm" that you refer to in this
section.
 Thomas M. Siebel
C3.ai, Inc.
October 15, 2020
Page 4
Business
Rapid Time to Value, page 82

12.      Please explain how you compiled these case studies, why you selected
the profiled clients,
         and how these clients provide a meaningful representation of your user
base. Also,
         disclose the time periods covered by the case studies, as well as any
limitations in using
         these individual case studies.
Certain Relationships and Related Party Transactions
Transactions with Baker Hughes, page 112

13.      Please clarify that Lorenzo Simmonelli, Chief Executive Officer of
Baker Hughes, was
         appointed to your board as part of a strategic collaboration agreement
whereby Baker
         Hughes had a right to appoint a director. Also, disclose the amount of
revenue that you
         generated under the agreement with Baker Hughes in prior periods. We
note that Baker
         Hughes was a significant customer that accounted for greater than 10%
of your revenue
         for the year ended April 30, 2020. See Item 404(a)(3) of Regulation
S-K.
Description of Capital Stock, page 118

14.      Please revise to provide a more detailed description of the material
voting rights of the
         Class A common stockholders. For example, disclose the circumstances
under which the
         Class A common stockholders are entitled to a separate class vote
under Delaware law.
Notes to Consolidated Financial Statements
2. Revenue, page F-19

15.    You disclose that in addition to subscriptions, you also sell premium
stand-ready COE
       support services, hosting services, and trials of your applications as
part of your customer
       acquisition strategy that are distinct performance obligations. In
addition, you state that
       your goal is to establish and maintain a global leadership position in
Enterprise AI across
FirstName LastNameThomas M. Siebel
       all market segments including large enterprises, small and medium
businesses, and
Comapany    NameC3.ai,
       government        Inc. Please tell us what consideration was given to
disaggregating
                    entities.
Octoberrevenue  byPage
         15, 2020  these4categories. We refer you to ASC 606-10-55-90 and
55-91.
FirstName LastName
 Thomas M. Siebel
FirstName
C3.ai, Inc. LastNameThomas M. Siebel
Comapany
October  15,NameC3.ai,
             2020      Inc.
October
Page 5 15, 2020 Page 5
FirstName LastName
General

16.      Please supplementally provide us with copies of all written
communications, as defined
         in Rule 405 under the Securities Act, that you, or anyone authorized
to do so on your
         behalf, present to potential investors in reliance on Section 5(d) of
the Securities Act,
         whether or not they retain copies of the communications.
       You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or Craig
Wilson,
Senior Advisor, at (202) 551-3226 if you have questions regarding comments on
the financial
statements and related matters. Please contact Matthew Crispino, Staff
Attorney, at (202) 551-
3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Calise Cheng